You are cordially invited to attend the 104th Annual Shareholders' Meeting, to be held as set forth below. If you are unable to attend the meeting, we ask that you kindly exercise your voting rights using one of the following methods.

Voting by mail

Please review the attached materials and complete the enclosed Voting Card, indicating your approval or disapproval of each of the proposals, affix your seal or signature, and return the Voting Card to the Company.

Voting via the Internet

Please access the Internet site (http://www.evote.jp/) for voting, using the control number and temporary password shown on the enclosed Voting Card. After reviewing the attached materials or the voting materials on the Internet, please follow the instructions on the screen to indicate your approval or disapproval
of each of the proposals.

If you attend the meeting in person, please submit the enclosed Voting Card to the receptionist.

Presentation of the Business Report, Balance Sheet, and Statement of Income for the 104th Business Period (April 1, 2003 to March 31, 2004)

Agenda:

Proposal No. 1

Approval of the Proposed Appropriation of Retained Earnings
for the 104th Business Period

Proposal No. 2

Partial Revision to the Articles of Incorporation

A summary of the proposal is included on pages 3 to 4 of the attached voting materials.

Proposal No. 3

Election of Three Members of the Board

Proposal No. 4

Election of Four Auditors

Proposal No. 5

Granting of Retirement Allowances to Retiring Members of the Board and Auditors

(Note: The Reports on the 104th Business Period are attached as Exhibit A.)

Notes:

(1) Those attending the meeting are requested to present the
enclosed Document for Exercise of Voting Rights to the receptionist.
(2) This English version Notice of Convocation and Reference

Material are based on the separate Japanese version. The style of the English version differs slightly from the Japanese version.

REFERENCE MATERIALS FOR THE EXERCISE OF VOTING RIGHTS

1. Total number of shareholder voting rights: 1,986,430.

2. Proposals and Reference Materials

Proposal No. 1

Approval of the Proposed Appropriation of Retained Earnings
for the 104th Business Period

We have forgone paying dividends since our interim dividend in the 103rd business term and caused great inconvenience to our shareholders. As our earnings and financial bases have recovered and strengthened owing to business restructuring efforts in the previous terms, we are now capable of paying dividends. However, in view of the outlook for a continued difficult operating environment and as indicated in the page A- 23 of the "104th Business Period Report", we propose to limit our dividend payment to 3 yen at the end of the term in order to strengthen our operational base.

Furthermore, we propose to resume payments of bonuses to our directors, which were halted for the past two terms.

Proposal No. 2

Partial Revision to the Articles of Incorporation

The company proposes to amend its Articles of Incorporation as specified below.

The reasons for these amendments are as follows:

i. Amendment to Article 6 : While we do not currently have any
specific plans for repurchase of our shares, we will add a

provision in compliance with the revised Commercial Code that will allow our Board of Directors to flexibly buy back our shares in accordance with the conditions of our capital structure.

ii. Amendment to Article 29, 30, 38 : We propose to add a new provision to limit liabilities of Directors and Auditors as permitted by the Commercial Code so that they may adequately perform their expected duties. In order to more easily
appoint outside directors who have the ability to objectively oversee our management, we also propose to add a new provision that will allow us to form limited liability agreements with outside directors.

We have already received the approval of this proposal from the Board of Auditors.

The proposed revisions are summarized below. Revised portions are underlined.

Prior to Revision Revised
New Article 6 (Stock Repurchase)
The Company in accordance
with Article 211-3, Section
1-2 of the Commercial Code,
has the right to undertake a
stock repurchase upon the
decision of the Board of
Directors.
Article 6 to Article 27 (Omitted) Article 7 to Article 28
(Unchanged)
New Article 29 (Limitation of
Liabilities of Directors) The
Company, by a resolution of
the Board of Directors, in
accordance with Article 266,
Section 12 of the
Commercial Code may exempt
Directors from their
liabilities arising in
connection with the actions
provided for in Article
266, Section 1-5 of the
Commercial Code to
the extent permitted by law.
New Article30 (Limited liability
contract for outside
directors) The Company, in
accordance with Article 266,
Section 19 of the Commercial
Code, reserves the right to
form a contract limiting
monetary liabilities with
outside directors in
connection with the actions
provided for in Article 266,
Section 1-5 of the Commercial
Code. The maximum amount of
liability is as defined by
Article 266, Section 19 of
the Commercial Code.
Article 28 to Article 34 (Omitted) Article 31 to Article 37
(Unchanged)
New Article 38 (Limitation of
Liabilities of Auditors) The
Company may, by a resolution
of the Board of Directors, in
accordance with Article 280,
Section 1 of the Commercial
Code may exempt Auditors from
their liabilities to the
extent permitted by law.
Article 35 to Article 38 (Omitted) Article 39 to Article 42
(Unchanged)
Proposal No. 3 Election of Three Members of the Board

With the resignation of Director Junji Maeyama and Michio Fujisaki upon the close of this Annual Shareholders' Meeting, we seek to elect Board Members and to elect another outside Board Member. This should help to fortify the management surveillance function of our Board of Directors.

(Note: Candidate Mr. Ikujiro Nonaka meets the requirements for an Outside Board Member as stipulated in Article 188, Section 2-7-2 of the Commercial Code.)

Proposal No. 4 Election of Four Auditors

The terms of office for Four auditors, Takashi Takaya, Shin Koizumi, Yasuyuki Wakahara and Takeo Kato expire at the close of this shareholders' meeting. we seek to elect a total of four auditors, including two external auditors.

The candidates for corporate auditor are as follows.

We have already received the approval of this proposal from the Board of Auditors.

Proposal No. 5 Granting of Retirement Allowances to Retiring
Members of the Board and Auditors

It is proposed that retirement allowances be presented to Members of the Board Junji Maeyama and Michio Fujisaki, Standing Auditors Shin Koizumi and Yasuyuki Wakahara who are retiring at the close of this shareholder's meeting. These allowances shall be given in accordance with company standards in gratitude for work they have performed during their terms of office.

It is also proposed that specific amounts, timing and method of payment of the special retirement allowances be determined at a meeting of the Board for the retiring Member of the Board and at a conference of auditors for the retiring Auditors.

The profile of the retiring Members of the Board and Auditors are as follows: